Warranty of Title; Authority. The Pledgor hereby represents and ---------------------------- warrants that: (a) the Pledgor is the sole record and beneficial owner of, the Stock described in (S)1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) all of the Stock described in (S)1 is validly issued, fully paid and non-assessable, (c) the Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A ----- - hereto relating to the Stock is true, correct and complete in all respects. The Pledgor covenants that it will defend the rights of the Banks and the Agent and security interest of the Agent, for the benefit of the Banks and the Agent, in such Stock against the claims and demands of all other persons whomsoever. The Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Banks and the Agent.
Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to the Stock described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; thereunder, and (c) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Bank's rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Bank hereunder and will likewise defend the Bank's rights, pledge and security interest thereof and therein.
Warranty of Title; Authority. The Pledgor hereby represents and warrants that:
Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) all of the Stock described in §1 is validly issued, fully paid and non-assessable, (c) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of the Company’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the rights of the Secured Parties and security interest of the Administrative Agent, for the benefit of the Secured Parties, in such Stock against the claims and demands of all other persons whomsoever. The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Parties.
Warranty of Title; Authority. The Pledgor hereby represents and warrants ---------------------------- that: (i) the Pledgor has good and marketable title to the Pledged Shares described in 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances claimed by, through or under the Pledgor, except the pledge and security interest created by this Agreement, and (ii) the Pledgor has full power, authority and legal right to execute, deliver and perform the Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement. The Pledgor covenants that the Pledgor will defend the Pledgee's rights and security interest in such Pledged Shares against the claims and demands of all persons whomsoever. The Pledgor further covenants that the Pledgor will have the like title to, and right to pledge and grant a security interest, in the Stock Collateral hereafter pledged or in which a security interest is granted to the Pledgee hereunder and will likewise defend the Pledgee's rights, pledge and security interest thereof and therein.
Warranty of Title; Authority. Each of the Pledgors hereby represents and warrants that: (i) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (ii) all of the Stock described in ss.1 is validly issued, fully paid and non-assessable, (iii) such Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (iv) the information set forth in ANNEX A hereto relating to the Stock is true, correct and complete in all respects. Each Pledgor covenants that it will defend the rights of the Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, in such Stock against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Lenders and the Administrative Agent.
Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to, and is the sole record and beneficial owner of, the Equity Interests described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted Liens (as defined in the Security Agreement), (b) each of the Equity Interests described in §1 is validly issued, fully paid and non-assessable, (c) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene in any material respect any law, rule or regulation or any provision of the Company’s or any Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Equity Interests is true, correct and complete in all respects. The Company covenants that it will defend the rights of the Secured Party and security interest of the Secured Party in such Equity Interests against the claims and demands of all other Persons whomsoever.
Warranty of Title; Authority. The Pledgor and the Holding Company, jointly and severally, hereby represent and warrant to the Secured Party, for the benefit of the Lenders, that: (a) the Pledgor has good and marketable title to and is the sole record and beneficial owner of, its respective Pledged Collateral, subject to no pledges, liens, security interests, charges, options, restrictions, or other encumbrances except the pledge and security interest created by this Agreement; (b) all of the Pledged Ownership Interests are validly issued, fully paid, and non-assessable; (c) the information set forth on Schedule A hereto relating to the Pledged Collateral is true, correct, and complete in all respects; and (d) all of the Pledged Indebtedness have been duly authorized, authenticated or issued and delivered by, and are the legal, valid and binding obligation of, the issuer thereof, and no such issuer is in default thereunder. With regard to Pledged Collateral acquired after the date of this Agreement, the Pledgor and the Holding Company hereby covenant that the representations and warranties above will be equally applicable to any such after-acquired Pledged Collateral on and after the date such Pledged Collateral is acquired. The Pledgor and the Holding Company covenant that they will defend the rights and security interest of the Secured Party and the Lenders in the Pledged Collateral against the claims and demands of all other Persons.
Warranty of Title; Authority. 6 6. DIVIDENDS, VOTING, ETC., PRIOR TO MATURITY............................6 7. REMEDIES..............................................................6 7.1.
Warranty of Title; Authority. The Pledgor hereby represents and warrants that: (a) the Pledgor has good and marketable title to the Shares, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, and except for any restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), (b) the Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and (c) the execution, delivery and performance of this Agreement by the Pledgor and the pledge of and grant of a security interest in the Stock Collateral hereunder do not contravene any law, rule or regulation or any provision of the charter or by-laws of the issuer or issuers thereof or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which he or any of his property is bound or affected or constitute a default
